Unassociated Document


    Exhibit
10.1

     

    Credit
or Share Purchase Option Agreement


    


    This
Agreement is executed in Shishi City, Fujian Province, China dated November 27,
2009 by the following parties:

    


    Shishi Huabao Mingxiang Food Co.,
Ltd. (hereinafter referred to as "Party A"), a limited liability company
incorporated under the laws of the People's Republic of China with its
registered address at Dabao Industry Park, Xiangzhi, Shishi.

    Legal
Representative: Liu Peng Fei

    


    Qiu Shang Jing (hereinafter
referred to as "Party B")

    ID
Number: 359002197910162010

    Domicile:
179 Jiuwu Road, Dongfu Village One, Hongshan Town, Shishi

    


    Shishi Xianghe Food Science and
Technology Co., Ltd. (hereinafter referred to as "Party C"), a limited
liability company incorporated uner the laws of the People's Republic of China
with its registered address at Dabao Industry Park, Xiangzhi,
Shishi.

    Legal
Representaive: Qiu Shang Jing

    


    Whereas:

     

    
      	
              1

            	
              

                Party
      B is the sole natural person shareholder of Party C and the registered
      capital of Party C is RMB5,000,000. Party B contributed RMB5,000,000 which
      accounts for 100% of the registered capital of Party
    C.

              

            


    

     

    
      	
              2.

            	
              

                Party
      A intends to provide capital to Party C as the working capital. It is also
      the intention of Party A to purchase 80% of the shares and interests
      (hereinafter referred to as "shares") of Party B in the registered capital
      of Party C under the circumstances that Party C meet the relevant
      conditions stipulated in this Agreement. Party C accepts the financing
      provided by Party A and Party B accepts the contingent request of Party A
      to purchase 80% of the shares in the registered capital of Party C. Party
      B intends to provide guarantee to Party A to secure the loan of Party C
      and the share purchase option which Party B authorized to Party
      A.

              

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              

                Upon
      the aforesaid common intents and fully negotiations among the parties,
      according to the “Contract Law of the People’s Republic of China”, the
      “Corporation Law of the People’s Republic of China” and other relevant
      laws and regulations, and based on the principle of good faith, the
      parties have reached this Agreement on terms, conditions and relevant
      matters of the share transfer for the parties to
      observe.

              

            


    

     

    Article
1  Mutual Representations, Undertakings and Warranties

    


    
      	
              1.1

            	
              The
      parties represent respectively that, Party B is a natural person with the
      nationality of the People’s Republic of China; Party A and Party C are
      legal persons with good faith, and duly incorporated, validly existing
      under the laws of the People's Republic of China. Each party has the full
      capacity for civil rights and civil conduct to sign and perform this
      Agreement, and each party has taken all necessary measures to obtain the
      approvals for signing and formal delivery of this Agreement in accordance
      with the requirements of the relevant laws and articles of
      associations.

            


    

    


    
      	
              1.2

            	
              The
      parties represent respectively that the execution and performance of this
      Agreement shall not and dose not in any way violate any agreement and
      contract that neither party has participated
in.

            


    

    


    
      	
              1.3

            	
              Party
      B represents that it legally owns the shares of Party C free and clear of
      any pledge, encumbrance, seizure, claim and so forth at the date of this
      Agreement; Party B has the right to transfer the
  shares.

            


    

    


    
      	
              1.4

            	
              All
      assets of Party C are legally owned by itself; there is no setting of
      guarantee, mortgage, pledge or lien on any of such assets in any form or
      granting of any rights or interests to any other party; Party C also has
      not involved in any dispute.

            


    

    


    
      	
              1.5

            	
              Party
      B and Party C represent that Party C has not involved in any labor
      disputes or in any other disputes with any of its
    employees.

            


    

    


    
      	
              1.6

            	
              Party
      B and Party C represent that Party C has not defaulted or evaded any state
      or local tax.

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.7

            	
              Party
      B and Party C represent that the trademarks, technologies and any other
      intellectual properties owned or used by Party C has not violated any
      third party’s intellectual property rights and also has not been violated
      by any third party; or if the trademarks, technologies and any other
      intellectual properties used by Party C are indeed owned by third parties,
      the consideration of the corresponding perpetual use rights has been fully
      settled by Party B and Party C.

            


    

    


    
      	
              1.8

            	
              Party
      B and Party C undertake that using of the capital provided by Party A will
      strictly in accordance with the provisions of this Agreement and the
      relevant document(s) will be provided in time in accordance with the
      request of Party A; under the circumstances that Party A exercises the
      share purchase option, Party B and Party C shall handle the relevant share
      transfer procedures in a timely manner and all taxes and expenses arising
      from the share transfer shall be borne by Party B and Party C in
      accordance with laws to ensure the realization of the rights of Party A
      under this Agreement.

            


    

    


    
      	
              1.9

            	
              Party
      B and Party C warrant respectively that there is not any pending
      litigation, judicial or administrative proceeding or investigation in
      which they are involved. As far as Party B and Party C know, there is not
      any threaten that the courts or the government authorities may carry out
      any litigation, judicial or administrative proceeding or investigation.
      There is also not any cause for claim, litigation, judicial or
      administrative proceeding or investigation that may directly or indirectly
      impact on Party C's properties, rights or businesses, or impact Party B on
      the use of its properties or on its business
  operation.

            


    

    


    
      	
              1.10

            	
              Party
      B and Party C warrant that, prior to the completion of the change
      registration of Party C with the administration of industry and commerce,
      all business activities of Party C have been carried out legitimately;
      there is not any case in violation of the laws or the articles of
      association; it also will not conduct adversely to Party C and will try
      its best to keep Party C’s assets and interests from any violation or
      loss.

            


    

    


    
      	
              1.11

            	
              Party
      B and Party C warrant that, the production activities of Party C have been
      in compliance with the requirements of hygiene licensing, environmental
      protection and safe production, Party C has not been penalized or warned
      by relevant administrative departments for hygiene, environmental
      protection or safety issues.

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.12

            	
              The
      parties hereby agreed, that any untruth or falsity of the undertakings or
      warranties under this Agreement, or any breach of its undertakings or
      warranties by neither party will constitute breach of this Agreement. The
      breaching party shall bear the corresponding liabilities and shall
      compensate any loss suffered by other
parties.

            


    

    


    Article
2  Credit

    


    
      	
              2.1

            	
              Party
      A shall provide a loan amounting to RMB180,500,000 to Party C within 30
      days from the execution of this Agreement, and the term of the loan shall
      be two months from the execution of this Agreement. The interest rate is
      5.0% per annum and the interest shall be calculated starting from the
      actual borrowed date to the actual repayment
  date.

            


    

    


    
      	
              2.2

            	
              The
      aforesaid loan shall be used exclusively as the working capital of Party
      C. Party C shall strictly warrant that the loan shall not be used for any
      other purpose without prior approval of Party A; otherwise, Party A shall
      be entitled to demand Party C to repay the loan and the occurred interests
      at any time.

            


    

    


    
      	
              2.3

            	
              Upon
      the maturity of the loan and Party A does not exercise the share purchase
      option stipulated under Article 3 of this Agreement, Party C shall repay
      the principal of the aforesaid loan together with the interest occurred
      during the actual loan term (hereinafter referred to as "Credit") to Party
      A in a timely manner.

            


    

    


    
      	
              2.4

            	
              Any
      party has the right to propose a request for extension of the term of the
      loan to the other party three days prior to the maturity date of the loan
      and the term of loan will be extended accordingly upon written consent of
      the other party.

            


    

    


    
      	
              2.5

            	
              Upon
      the execution of this Agreement, Party A will be allowed by Party B and
      Party C to have full access rights to the financial statements of Party C
      and to involve in all management decisions and daily operations of Party
      C, until the termination of this
Agreement.

            


    

    


    Article
3  Share Purchase Option

    


    
      	
              3.1

            	
              Party
      B hereby irrevocably agrees that prior to the full repayment of the loan
      in Party C to Party A, Party A is entitled to unilaterally request to
      purchase 80% of the shares holding by Party B in Party C. Party A shall
      pay an amount of RMB9,500,000 to Party B within 30 days after the audit
      report of Party C for the year of 2009 is issued, in addition to the
      Credit which Party C owes to Party A under Article 2 of this Agreement,
      will be transferred to be the consideration for the purchase of 80% of the
      shares which Party A shall pay to Party B (hereinafter referred to as
      "Share Purchase Option"). If there is any amount due by Party B to Party C
      at the time of execution of the Share Purchase Option of Party A, the
      aforesaid amount would be considered as part of the consideration for the
      purchase of 80% of the shares which Party A shall pay to Party
      B.

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              The
      exercise of the Share Purchase Option of Party A mainly depends on whether
      Party C could achieve the target of completing business turnover of
      RMB65,000,000 prior to 31 December 2009 according to the current
      accounting standards and principles deployed by Party C. Therefore, Party
      A has the right to request Party B and Party C to provide financial data
      of Party C or to employ independent accountant to conduct financial audit
      on Party C. However, in any case, the achieving of the aforesaid financial
      target or not shall not bind on the exercise of the Share Purchase Option
      of Party A and Party A has the right to decide to exercise or not to
      exercise the Share Purchase Option for any
  reason.

            


    

    


    
      	
              3.3

            	
              Under
      the circumstances that Party A exercises the Share Purchase Option, Party
      A shall issue formal written notice to Party B and the date of exercise of
      the Share Purchase Option shall be the date on which Party A issues the
      formal written notice. Upon receiving the notice, Party B shall enter into
      a separate share transfer agreement and other relevant documents required
      for the approval and registration with Party A in a timely manner and urge
      Party C to handle the share transfer procedures as soon as possible. Taxes
      occur thereof shall be borne by the relevant parties in accordance with
      the laws.

            


    

    


    
      	
              3.4

            	
              Upon
      the exercise of the Share Purchase Option of Party A, the shareholding
      structure of Party C will be changed
into:

            


    

     

    
      	
              Name
      of Shareholder

            	
              Proportion
      of the Shares

            
	
              Shishi
      Huabao Mingxiang Food Co., Ltd.

            	
              80%

            
	
              Qiu
      Shang Jing

            	
              20%

            


    

    


    
      	
              3.5

            	
              After
      the change of the shareholding structure of Party C in accordance with
      point 3.4, if Party C has any funding requirement from the shareholders,
      Party A and Party B should inject the capital into Party C according to
      their respective shareholding.

            


    

    


    
      	
              3.6

            	
              Party
      B shall be responsible to urge Party C to handle change registration
      procedures with the departments of administration of industry and
      commerce, tax or the customs in relation to the shareholding, director,
      legal representative or other matters within 45 days from the date of the
      exercise of the Share Purchase Option and Party A shall give full
      cooperation.

            


    

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.7

            	
              After
      the exercise of the Share Purchase Option of Party A, if Party B sells its
      20% shareholding in Party C, Party A will have the right of first refusal
      at the maximum valuation of
RMB47,500,000.

            


    

    


    
      	
              3.8

            	
              Party
      B shall not negotiate with any other parties about the transfer of its
      shareholding in Party C starting from the execution of this Agreement and
      until the termination of this Agreement or the execution of the Share
      Purchase Option of Party A, whichever is
  earlier.

            


    

    


    Article
4  Guarantee

    


    
      	
              4.1

            	
              Party
      C hereby irrevocably agrees that Party C shall bear joint and several
      liability to Party A for all expenses (including but not limited to
      litigation costs, legal expenses, traveling expenses, enforcement
      expenses) which Party B shall compensate to Party A arising from the
      Credit, the Share Purchase Option or disputes in connection with the
      Credit or the Share Purchase
Option.

            


    

    


    
      	
              4.2

            	
              Save
      for the guarantee under Article 4.1, Party A has the right to request
      Party B to pledge all its shares in Party C to Party A and handle the
      share pledge registration in a timely manner during the term of loan, to
      ensure the full performance of this Agreement of Party
  B.

            


    

    


    Article
5  Disposition of Credit and Debt and Profit Distribution

    


    
      	
              5.1

            	
              Prior
      to the exercise of the Share Purchase Option of Party A, Party B shall
      faithfully disclose the credit and debt information of Party C. Under the
      circumstances that Party A suffers heavy losses or any unrecorded
      liabilities which are related to the operations prior to the execution of
      this Agreement upon the exercise of the Share Purchase Option due to Party
      B's fraud or intentional concealment of material debt of Party C before
      the exercise of the Share Purchase Option of Party A, Party A has the
      right to request Party B to compensate the losses arising
      therefrom.

            


    

    


    
      	
              5.2

            	
              It
      is agreed that all the profits earned by Party C until November 30, 2009
      are owned by Party B. Party B has the right to decide to distribute the
      aforesaid profits of Party C. After the exercise of Share Purchase Option
      of Party A, the profits earned by Party C from December 1, 2009 until the
      exercise date of Share Purchase Option of Party A, either Party A and
      Party B shall not unilaterally decide to distribute the aforesaid profits
      of Party C without written consent of another party. The profits earned by
      Party C after the exercise of Share Purchase Option of Party A could be
      distributed under the laws in accordance with the respective shareholding
      of Party A and Party B in Party C.

            


    

    


    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

       

    

    Article
6  Taxes and Expenses

    


    Party A
and Party B unanimously agree that each party shall bear its own taxes and
relevant expenses arising from the transfer of the shares of Party C under this
Agreement.

    


    Article
7  Termination of This Agreement

    


    
      	
              7.1

            	
              Party
      A and Party B agree that this Agreement will be terminated if the
      following occurs:

            
	 	

              (1)
      the
      expiry of the term of this Agreement;

            
	 	

              (2)
      Party
      A and Party B unanimously agree to terminate the
      Agreement;

            
	 	

              (3)
      this
      Agreement is ruled null and void by judicial authorities in accordance
      with the laws; and

            
	 	

              (4)
      occurrence
      of other circumstances leading to termination of the Agreement in
      accordance with the
laws.

            


    

     

    
      	
              7.2

            	
              On
      the occurrence of the aforesaid circumstances leading to
      termination of this Agreement, the defaulting party shall
      undertake liabilities for breach and compensate for economic losses
      suffered by the other parties; should it be the faults of all the
      parties, each party shall be respectively responsible for the liabilities
      for breach and compensation for economic losses according to its
      defaults.

            


    

    


    Article
8  Default Liabilities

    


    
      	
              8.1

            	
              Under
      the circumstances that Party C violates the provisions under Article 2 of
      this Agreement and fails to repay the loan on time, Party C shall
      compensate to Party A RMB30,000 per day as the penalty from the maturing
      date of the loan.

            


    

    


    
      	
              8.2

            	
              Under
      the circumstances that Party B violates the provisions under Article 3 of
      this Agreement and fails to handle the share transfer registration
      procedures on schedule upon the exercise of the Share Purchase Option of
      Party A, Party B shall compensate to Party A amounting to 20% of the
      amount of the loan as the penalty. The aforesaid payment of penalty shall
      not affect the right of Party A to request the continuing performance of
      this Agreement of Party B or to apply to the court for the
      enforcement.

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.3

            	
              Save
      for the provisions under Article 8.1 and 8.2, breach of any provisions
      under this Agreement shall be deemed as breach of contract. The defaulting
      party shall undertake liabilities for breach to other
    parties.

            


    

    


    
      	
              8.4

            	
              Unless
      force majeure occurs, if any party's violation of this Agreement leads to
      the losses of the other parties, the other parties shall have the right to
      seek compensation for losses suffered from the defaulting
      party; should it be the faults of all the parties, each party shall
      undertake compensation liability to the other parties to the extent of its
      default.

            


    

    


    Article
9  Settlement of Disputes

    


    
      	
              9.1

            	
              Party
      A and Party B agree that all parties shall use their best efforts to
      resolve any dispute arising out of or in relation to the validity,
      interpretation and performance of this Agreement through friendly
      negotiations. Should no agreement can be reached through negotiation, each
      party may submit the dispute to the China International Economic and Trade
      Arbitration Commission, Shanghai Branch for arbitration in accordance with
      the commission’s arbitration rules then in effect, which constitutes part
      of this clause. The arbitration award shall be final and binding on
      the parties hereto.

            


    

    


    
      	
              9.2

            	
              The
      language for arbitration shall be
Chinese.

            


    

    


    Article
10  Governing Law

    


    The
concluding, validity, interpretation, performance of this Agreement, and the
settlement of disputes thereto, shall be governed by and construed in accordance
with the laws of the People's Republic of China. Where there is no relevant laws
of the People's Republic of China, the international treaty participated by the
People's Republic of China and the international practice shall be applied. The
legitimate rights and interests of each party are protected by the laws of the
People's Republic of China.

    


    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

       

    

    Article
11  Waiver

    


    Any
party’s failure to request exercise any clause under this Agreement at any time
shall not be considered as a waiver, and therefore doesn’t deprive of the rights
of the party to exercise the same clause afterwards. Any party’s one-time or
repetitious waiver of rights for ascertaining the liabilities for violation to
the clauses, agreements, statements or warranties shall not be considered as the
continuing waiver of rights for ascertaining the liabilities for violation to
such clauses, agreements, statements or warranties.

    


    Article
12  Amendments to This Agreement

    


    No
amendment, alteration or modification to any provision in this Agreement shall
be valid unless written alteration agreements are signed by duly authorized
representatives of each party.

    


    Article
13  Notification

    


    
      	
              13.1

            	
              In
      case any party need to give any notice to the other party, any of the
      following way shall be deemed to have been duly given: (1) when hand
      delivered to the other Party; or (2) when delivered by postage prepaid
      registered letter; or (3) when sent by facsimile; or (4) when sent by
      e-mail. Provided that sent by facsimile or e-mail, a confirmation letter
      from the receiving party is required, and it also shall be delivered to
      the sending party by postage prepaid registered letter timely. Provided
      that hand delivered to the other Party, the signature by the following
      receiving party shall be deemed as effective delivery. Provided that it is
      delivered by hand, the service shall be deemed completed when the notice
      is receipted by the following receivers or by any other persons who has
      reason to be deemed to have authorization by receiver to receive mails or
      letters according to the following addresses; Provided that it is
      delivered by registered letters, the service shall be deemed completed
      seven (7) days after the after the postal department issues registration
      receipts.

            


    

    


    
      	
              13.2

            	
              Party
      A's address:

            	
              Dabao
      Industry Park, Xiangzhi, Shishi

            
	 	 	 
	 	Receiver:   	Liu
      Peng Fei
	 	 	 
	 	Telephone
      Number:     	0595-88981629
	 	 	 
	 	Facsimile: 	0595-88982319
	 	 	 
	 	Email: 	pengfei.liu@china-marine.cn


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              13.3

            	
              Party
      B's address:

            	
              179
      Jiuwu Road, Dongfu Village One,

              

                Hongshan
      Town, Shishi

              

            
	 	 	 
	 	Receiver:	Qiu
      Shang Jing
	 	 	 
	 	Telephone
      Number:	0595-83108999
	 	 	 
	 	Facsimile:	0595-88987766
	 	 	 
	 	Email:	shangjing@yahoo.com.cn
	 	 	 
	

              13.4

            	

              Party
      C's address:

            	

              Dabao
      Industry Park, Xiangzhi, Shishi

            
	 	 	 
	 	Receiver:	Qiu
      Shang Jing
	 	 	 
	 	Telephone
      Number:	0595-83108999
	 	 	 
	 	Facsimile:	0595-88987766
	 	 	 
	 	Email:	shangjing@yahoo.com.cn


    

     

    
      	
              13.5

            	
              Any
      party may notice the other parties its new appointed communication
      address, fax number, e-mail address to substitute the above-mentioned
      communication address, fax number, e-mail address from time to time in a
      written form.

            


    

    


    Article
14  Final Agreement

    


    The
parties understand and agree that this Agreement is the final declaration of
intention of all parties’ consensus, it is also the ultimate legal basis when
each party exercises its rights or fulfills its obligations. This Agreement
supersedes all and any previous statements, undertakings, explanations and
declarations of intention made by any party to this Agreement, no matter in
writing or by oral, expressed or implicated.


    


    Article
15  Effectiveness of This Agreement

    


    This
Agreement shall come into effect when it is executed.

    


    Article
16  Miscellaneous

    


    
      	
              16.1

            	
              The
      parties may sign supplementary written agreements separately regarding
      matters not covered in this Agreement. All supplementary agreements
      constitute an indivisible part of this Agreement, and have the same
      legally binding effect as this
Agreement.

            


    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      	
              16.2

            	
              Any
      provision under this Agreement, which deemed to be illegal, invalid, or
      unenforceable in some jurisdictions, shall not influence its legality,
      validity and enforceability in other jurisdictions and shall not influence
      the legality, validity and enforceability of other provisions
      herein.

            


    

    


    
      	
              16.3

            	
              The
      headings in this Agreement are set for convenience of reference only, and
      shall not be used in construing or interpreting this
      Agreement.

            


    

    


    
      	
              16.4

            	
              Each
      party undertakes that it will strictly keep confidential any data or
      information of any other party it obtained during the course of the share
      transfer hereunder, both during the term of this Agreement and after the
      termination thereof. No party may, without the written consent of any
      other party, disclose any of these data or information to any third party,
      or publicize to the public or release to the media any matters related to
      this Agreement (unless required by the relevant laws, the stipulations or
      regulations of any governmental authorities/stock exchanges of the
      People's Republic of China or any other countries, or the necessity for
      each party to duly exercise  its rights stipulated under this
      Agreement). Each party shall take necessary measures to make sure that its
      employees observe the obligation of confidentiality under this clause.
      This clause shall survive the termination of this Agreement
      forever.

            


    

    


    
      	
              16.5

            	
              This
      Agreement is entered into in Chinese in four originals. Each party shall
      retain one original, and the other one original shall be used for the
      alternation registration procedures with the administration of industry
      and commerce.

            


    

     

    (remained
of page intentionally left blank, for the execution page)

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, The
parties to this Agreement have duly executed this Agreement on the date
indicated at the very beginning hereof.

     

    Party
A:

    Shishi
Huabao Mingxiang Food Co., Ltd. (石狮市华宝明祥食品有限公司)

    


    Signature
of Legal Representative:

    Date:
November 27, 2009

    


    Party
B:

    Qiu
Shang Jing (邱尚静)

    


    Signature:

    Date:
November 27, 2009

    


    Party
C:

    Shishi
Xianghe Food Science and Technology Co., Ltd. (石狮市祥和食品科技有限公司)

    


    Signature
of Legal Representative:

    Date:
November 27, 2009